Completion of the Non-Public Issuance of a Shares
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Southern Airlines Company Limited. COMPLETION OF THE NON-PUBLIC ISSUANCE OF A SHARES Reference is made to the announcements of China Southern Airlines Company Limited (the “Company”) dated 30 October 2019, 6 January 2020, 15 April 2020, 26 April 2020, 29 April 2020 and 27 May 2020 (the “Announcements”) and the circular of the Company dated 12 November 2019 (the “Circular”) in relation to, amongst others, the A Share Issuance of the Company. Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Announcements and the Circular. The Company is pleased to announce the following results of the A Share Issuance: 1. NUMBER OF SHARES ISSUED AND ISSUE PRICE Type of shares: RMB ordinary shares (A Shares) Number of shares issued: 2,453,434,457 Shares Issue price: RMB5.21 per Share Total proceeds: RMB12,782,393,520.97 Net proceeds: RMB12,776,261,540.41 2. NUMBER OF SHARES SUBSCRIBED AND LOCK-UP PERIOD No. Placee(s) Number of shares Subscription Lock-up subscribed amount period (shares) (RMB) (months) 1 China Southern Air Holding 2,453,434,457 12,782,393,520.97 36 Company Limited 3. EXPECTED LISTED FOR TRADING DATES On 17 June 2020, the procedures for registration of the new A Shares with the Shanghai Securities Depository and Clearing Corporation Limited were completed. The new A Shares are subject to trading restrictions, and the lock-up period will be calculated from the day after the completion of registration. 1 4. TRANSFER OF ASSETS All shares under the A share Issuance were subscribed in cash and did not involve any transfer of non- cash assets. 5. CHANGES IN THE TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE A SHARE ISSUANCE (1) Top ten Shareholders of the Company before the A Share Issuance As of 30 April 2020, the top ten Shareholders of the Company before the A Share Issuance are as follows: No. Name of Shareholder Number of Percentage of Type (full name) Shares held issued A (shares) Share capital (%) 1 China Southern Air Holding 4,528,431,323 52.65 A Shares not Company Limited subject to trading restrictions and A Shares subject to trading restrictions 2 Hong Kong Securities Clearing 539,800,664 6.28 A Shares not Company Limited subject to trading restrictions 3 China National Aviation Fuel 490,980,970 5.71 A Shares not Group Corporation subject to trading restrictions 4 China Securities Finance 320,484,156 3.73 A Shares not Corporation Limited subject to trading restrictions 5 China Structural Reform Fund Co., 242,524,916 2.82 A Shares not Ltd. subject to trading restrictions 6 Spring Airlines Co., Ltd. 140,531,561 1.63 A Shares not subject to trading restrictions 7 Guo Xin Central Enterprise 70,006,275 0.81 A Shares not Operation Investment Fund subject to trading Management (Guangzhou) Co., restrictions Ltd. – Guo Xin Central Enterprise Operation (Guangzhou) Investment Fund (LLP) 8 Central Huijin Investment Ltd. 64,510,900 0.75 A Shares not subject to trading restrictions 9 Zhong Hang Xin Gang Gaurantee 47,528,800 0.55 A Shares not Co., Ltd. subject to trading 2 restrictions 10 Dacheng Fund - ABC - Dacheng - 41,732,400 0.49 A Shares not CSF Financial Asset Management subject to trading Plan restrictions Total: 6,486,531,965 75.42 (2) Top ten Shareholders of the Company after the A Share Issuance The top ten Shareholders of the Company upon the completion of registration of the new A Shares issued pursuant to the A Share Issuance are set out as follows: No. Name of Shareholder Number of Percentage Number of Type (full name) Shares held of issued A Shares (shares) Share subject to capital trading (%) restrictions (shares) 1 China Southern Air Holding 6,981,865,780 63.16 2,942,637,115 A Shares not Company Limited subject to trading restrictions and A Shares subject to trading restrictions 2 Hong Kong Securities 569,912,868 5.16 - A Shares not Clearing Company Limited subject to trading restrictions 3 China National Aviation 490,980,970 4.44 - A Shares not Fuel Group Corporation subject to trading restrictions 4 China Securities Finance 320,484,156 2.90 - A Shares not Corporation Limited subject to trading restrictions 5 China Structural Reform 242,524,916 2.19 - A Shares not Fund Co., Ltd. subject to trading restrictions 6 Spring Airlines Co., Ltd. 140,531,561 1.27 - A Shares not subject to trading restrictions 7 Guo Xin Central Enterprise 70,006,275 0.63 - A Shares not 3 Operation Investment Fund subject to Management (Guangzhou) trading Co., Ltd. – Guo Xin Central restrictions Enterprise Operation (Guangzhou) Investment Fund (LLP) 8 Central Huijin Investment 64,510,900 0.58 - A Shares not Ltd. subject to trading restrictions 9 Zhong Hang Xin Gang 47,448,800 0.43 - A Shares not Gaurantee Co., Ltd. subject to trading restrictions 10 Dacheng Fund - ABC - 41,732,400 0.38 - A Shares not Dacheng - CSF Financial subject to Asset Management Plan trading restrictions Total: 8,969,998,626 81.14 2,942,637,115 - 6. CHANGES IN SHAREHOLDING STRUCTURE BEFORE AND AFTER THE A SHARE ISSUANCE Upon the completion of the A Share Issuance, the number of Shares subject to trading restrictions of the Company has increased by 2,453,434,457 Shares. The changes in shareholding structure of the Company before and after the A Share Issuance are as follows: Before the A Share Issuance After the A Share Issuance Changes (As of 30 April 2020) (As of 17 June 2020) Type of Shares Number of Percentage of Number of Number of Percentage of Shares total issued Shares Shares total issued (shares) share capital (shares) (shares) share capital Shares subject to trading restrictions 1,698,824,235 13.19% 2,453,434,457 4,152,258,692 27.09% Among which: A Shares 489,202,658 3.80% 2,453,434,457 2,942,637,115 19.20% H Shares 1,209,621,577 9.39% - 1,209,621,577 7.89% Shares not subject to trading restrictions 11,177,043,703 86.81% - 11,177,043,703 72.91% Among which: A Shares 8,111,520,431 63.00% - 8,111,520,431 52.92% H Shares 3,065,523,272 23.81% - 3,065,523,272 20.00% Total: 12,875,867,938 100.00% 2,453,434,457 15,329,302,395 100.00% 4 7. INTERMEDIARIES Sponsor (lead underwriter): China International Capital Corporation Limited Joint lead underwriter: CSC Financial Co., Ltd. Huatai United Securities Co., Ltd. Morgan Stanley Huaxin Securities Co., Ltd. By order of the Board China Southern Airlines Company Limited Xie Bing Company Secretary Guangzhou, the People’s Republic of China 18 June 2020 As at the date of this announcement, the Directors include Wang Chang Shun, Ma Xu Lun and Han Wen Sheng as executive Directors; and Zheng Fan, Gu Hui Zhong, Tan Jin Song and Jiao Shu Ge as independent non-executive Directors. 5 .